Common use of THE LITIGATION Clause in Contracts

THE LITIGATION. The Litigation is pending before the Xxxxxxxxx Xxxxxxx X. Goodwin in the United States District Court for the Western District of Oklahoma. The initial complaint in this action was filed on December 5, 2012. ECF No. 1. On March 6, 2013, the Court appointed Plaintiffs and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP (“Xxxxxxx Xxxxxx”) as Lead Plaintiffs and Lead Counsel, respectively.1 ECF No. 60. Plaintiffs’ Corrected Consolidated Amended Complaint for Violations of the Federal Securities Laws (the “AC”) was filed on July 30, 2013. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, Xxxxx and XxxxXxxxx violated §§10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”). Specifically, Plaintiffs alleged that defendants misrepresented and omitted material facts concerning the production, reserves, and economics of XxxxXxxxx’x core holdings in an area referred to as the Mississippian play (the “Mississippian”) throughout the Class Period (February 24, 2011 through November 8, 2012, inclusive). Plaintiffs allege these misrepresentations and omissions caused the price of XxxxXxxxx common stock to trade at artificially inflated prices and that when the market learned of the allegedly false and misleading statements and omissions XxxxXxxxx’x share price declined. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I and XxxxXxxxx Mississippian Trust II (collectively, the “Trusts”), and their respective board members and underwriters, alleging violations of §§11 and 12(a)(2) of the Securities Act of 1933 (“Securities Act”) and §10(b) of the Exchange Act in connection with the Trusts’ Class Period equity offerings. The AC further alleged Securities Act and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015, the parties held a mediation before the Xxxxxxxxx Xxxx X. Xxxxxxxx (Xxx.) (“Judge Xxxxxxxx”) but were unable to resolve the Litigation. On May 11, 2015, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions to dismiss the TAC on October 27, 2016 (ECF Nos. 226-227), and on August 1, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxx, and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9, 2018, but were again unable to resolve the Litigation. On February 16, 2018, Plaintiffs moved for class certification (ECF No. 268) and the Court heard oral argument on that motion on September 6, 2019. See ECF No. 449. The Court granted Plaintiffs’ class certification motion on September 30, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve the Litigation. On September 22, 2020, briefing was completed on defendants’ two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526), one motion to reconsider the denial of defendants’ motion to dismiss the TAC (see ECF Nos. 483; 510; 528), and Plaintiffs’ motion to exclude one of defendants’ expert witnesses (see ECF Nos. 477-478; 513; 519) (the “Dispositive Motions”). The Settling Defendants contend that they did not violate §§10(b) or 20(a) of the Exchange Act. Specifically, the Settling Defendants deny, inter alia, that they made any false or misleading statements, that any of the allegedly false or misleading statements were made with scienter, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement in principal to settle the claims asserted against Defendant Xxxx. The agreement included, among other things, an agreement to settle the claims and allegations that were or could have been asserted against Defendant Xxxx in both this Litigation as well as the Xxxxxx Litigation (as defined below) in return for a total aggregate cash payment across both cases of $18,750,000 on behalf of Defendant Xxxx, for the benefit of both the Class (as defined below) and a settlement class in connection with the Xxxxxx Litigation, subject to negotiating the terms of this Stipulation and Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation and the Xxxxxx Litigation for an aggregate total across both cases of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approval.

THE LITIGATION. The Litigation Action is currently pending before the Xxxxxxxxx Xxxxxxx X. Goodwin X.X. Xxxxx, III in the United States District Court for the Western Eastern District of OklahomaVirginia (the “Court”) and is brought on behalf of a proposed class of: (i) all persons who held stock in Orbital Sciences Corporation (“Orbital Sciences”) as of December 16, 2014 and exchanged shares of Orbital Sciences stock for shares of Orbital ATK common stock on or around February 9, 2015 in connection with the merger between Alliant Techsystems Inc. (“Alliant”) and Orbital Sciences2; and/or (ii) all persons who purchased Orbital ATK common stock between May 28, 2015 and August 9, 2016, inclusive (the “Class Period”). The initial complaint in this action was filed on December 5August 12, 2012. ECF No. 12016. On March 6November 10, 20132016, the Court appointed Plaintiffs Pension Trust as Lead Plaintiff and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP as Lead Counsel. On April 24, 2017, Lead Plaintiff filed its Complaint for Violations of the Federal Securities Laws (“Complaint”), which added Xxxxx County as named plaintiff and alleged violations of §§10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934. The named defendants in the Complaint were Orbital ATK, X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, and Xxxx X. XxXxxxx. As to the §14(a) claim, the Complaint alleged that the Joint Proxy Statement issued by Alliant and Orbital Sciences and signed by Defendants D. Thompson, Pierce, and XxXxxxx on 2 Orbital Sciences and Alliant merged on February 9, 2015 (the “Merger”), at which time Orbital Sciences shareholders were issued Alliant stock, and Alliant, the surviving entity, changed its name to Orbital ATK. December 17, 2014, which was used to solicit shareholder approval of the Merger, contained materially false and misleading statements regarding, inter alia: (a) Alliant’s historical financial results, (b) the performance of Alliant’s $2.3 billion Lake City Contract, and (c) Alliant’s internal controls because the statements omitted to disclose, inter alia, that Alliant’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Alliant suffered material weaknesses in internal controls. The Complaint further stated that the alleged false and misleading statements caused Alliant to be overvalued and impacted the exchange ratio to the detriment of Orbital Sciences shareholders, depriving certain members of the Class of their right to a fully informed shareholder vote and inducing them to vote their shares and accept inadequate consideration. As to the §10(b) claim, the Complaint alleged that during the Class Period, Defendants Orbital ATK, X. Xxxxxxxx, Pierce, Larson, and XxXxxxx made false and misleading statements regarding, inter alia: (a) Orbital ATK’s financial results, (b) the Lake City Contract’s performance, and (c) Orbital ATK’s internal controls because the statements omitted to disclose, inter alia, that Orbital ATK’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Orbital ATK suffered material weaknesses in internal controls. The Complaint further alleged that, as a result, Orbital ATK’s stock price was artificially inflated, which allegedly resulted in substantial damage to members of the Class. On May 30, 2017, Defendants filed a motion to dismiss the Complaint. On September 26, 2017, the Court issued two orders, one denying Defendants’ motion to dismiss Lead Plaintiffs Plaintiff’s §14(a) claim and the other granting Defendants’ motion to dismiss Lead CounselPlaintiff’s §10(b) claim without prejudice and with leave to amend. On October 10, respectively.1 ECF No. 60. Plaintiffs’ Corrected Consolidated 2017, Lead Plaintiff filed an Amended Complaint for Violations of the Federal Securities Laws (the “ACAmended Complaint”) was filed on July 30, 2013. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, Xxxxx and XxxxXxxxx violated §§10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”). Specifically, Plaintiffs alleged that defendants misrepresented and omitted material facts concerning the production, reserves, and economics of XxxxXxxxx’x core holdings in an area referred to as the Mississippian play (the “Mississippian”) throughout the Class Period (February 24, 2011 through November 8, 2012, inclusive). Plaintiffs allege these misrepresentations and omissions caused the price of XxxxXxxxx common stock to trade at artificially inflated prices and that when the market learned of the allegedly false and misleading statements and omissions XxxxXxxxx’x share price declined. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I and XxxxXxxxx Mississippian Trust II (collectively, the “Trusts”), and their respective board members and underwriters, alleging violations of §§11 and 12(a)(2) of the Securities Act of 1933 (“Securities Act”) and §10(b) of the Exchange Act in connection with the Trusts’ Class Period equity offerings. The AC further alleged Securities Act and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015, the parties held a mediation before the Xxxxxxxxx Xxxx adding X. Xxxxxxxx (Xxx.) (“Judge Xxxxxxxx”) but were unable to resolve the Litigation. On May 11, 2015, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated defendant on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions to dismiss the TAC on October 27, 2016 (ECF Nos. 226-227), and on August 1, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxxclaim and additional allegations supporting corporate scienter of Orbital ATK for the §10(b) claim. Defendants again moved to dismiss the §10(b) claim, and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9March 2, 2018, the Court granted the motion to dismiss defendant X. Xxxxxxxx but were again unable denied it as to resolve the LitigationOrbital ATK. On February March 16, 2018, Plaintiffs moved for Defendants filed their answers denying liability and asserting defenses to the Amended Complaint. After the commencement of discovery in the Action, the parties engaged the services of mediator Xxxxxxx X. Xxxxxxxxx of Xxxxxxxx ADR, who has extensive experience mediating complex class certification (ECF Noaction litigations such as this Action. 268) The Settling Parties engaged in two all-day mediation sessions with Xx. Xxxxxxxxx; the first was held in June 2018 and the Court heard oral argument on that motion on September 6second was held in November 2018, 2019after discovery was largely complete. See ECF No. 449. The Court granted Plaintiffs’ class certification motion on September 30, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and Both mediations included the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve briefs setting forth the Litigation. On September 22, 2020, briefing was completed on defendantsSettling Parties’ two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526), one motion to reconsider the denial of defendants’ motion to dismiss the TAC (see ECF Nos. 483; 510; 528)respective arguments concerning liability and damages, and Plaintiffs’ motion to exclude one the Settling Parties had substantial communications with the mediator regarding their respective views of defendants’ expert witnesses (see ECF Nosthe merits of the Action before, during, and after the mediations. 477-478; 513; 519) (At the “Dispositive Motions”)conclusion of each mediation session, the Settling Parties did not reach an agreement. The Settling Defendants contend that they did not violate §§10(b) or 20(a) Parties continued to have numerous telephonic exchanges with Xx. Xxxxxxxxx regarding a potential resolution of the Exchange ActAction. SpecificallyOn December 21, 2018, Xx. Xxxxxxxxx issued a mediator’s proposal, which the Settling Defendants denyParties accepted, inter alia, that they made any false or misleading statements, that any of the allegedly false or misleading statements were made with scienter, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement in principal agreeing to settle the claims asserted against Defendant Xxxx. The agreement included, among other things, an agreement to settle Action in the claims and allegations that were or could have been asserted against Defendant Xxxx in both this Litigation as well as the Xxxxxx Litigation amount of One Hundred Eight Million Dollars (as defined below) in return for a total aggregate cash payment across both cases of $18,750,000 on behalf of Defendant Xxxx, for the benefit of both the Class (as defined below) and a settlement class in connection with the Xxxxxx Litigation108,000,000.00), subject to negotiating their ability to negotiate the terms of this Stipulation and a Settlement Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation and the Xxxxxx Litigation for an aggregate total across both cases of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approval.

THE LITIGATION. The Litigation is pending before On November 23, 2015, the Xxxxxxxxx Xxxxxxx X. Goodwin action entitled Nallagonda v. Osiris Therapeutics, Inc. et al., Case No. 1:15-cv-03562-PX, was filed in the United States District Court for the Western District of OklahomaMaryland, Baltimore Division, on behalf of all persons (other than defendants) who purchased or otherwise acquired Osiris Therapeutics, Inc. (“Osiris” or the “Company”) securities between May 12, 2014 and November 16, 2015, both dates inclusive. The initial complaint in this action was filed on December 5, 2012. ECF No. 1. On March 6, 2013, the Court appointed Plaintiffs and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP (“Xxxxxxx Xxxxxx”) as Lead Plaintiffs and Lead Counsel, respectively.1 ECF No. 60. Plaintiffs’ Corrected Consolidated Amended Complaint for Violations alleged violations of the Federal Securities Laws (the “AC”) was filed on July 30, 2013. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, Xxxxx federal securities laws and XxxxXxxxx violated §§sought remedy under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. Named as defendants were Osiris, Lode Xxxxxxxxxxxx, Xxxxxxx Law and Xxxxxx X. Xxxxxx, Xx. Two days later, on November 25, 2015 the action entitled Xxxxxxx v. Osiris Therapeutics, Inc., et al., Case No. 1:15-cv-3290-JGK, was filed in the same court on behalf of a class of investors who purchased securities of Osiris between May 12, 2014 and November 20, 2015. The Xxxxxxx action named identical defendants and alleged identical claims for violations of federal securities laws. On February 1, 2016, the Xxxxxxx action was voluntarily dismissed by the plaintiff pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(i). SpecificallyMotions asking the Court to appoint Lead Plaintiff and to approve Lead Plaintiff’s selection of lead counsel were filed on January 22, Plaintiffs alleged that defendants misrepresented and omitted material facts concerning the production, reserves2016, and economics of XxxxXxxxx’x core holdings in a hearing on those motions was held on March 21, 2016 before the Honorable J. Xxxxxxxxx Xxxx. The Court entered an area referred to order granting investor Xxxxx Xxxxxxxx’x motion and denying the competing motion. Accordingly, on March 21, 2016, Xxxxx Xxxxxxxx was appointed as the Mississippian play (Lead Plaintiff and the “Mississippian”) throughout the Class Period (February Court approved Lead Plaintiff’s selection of Xxxxxx Xxxxxx Xxxxx Xxxxxxx LLP as Lead Counsel and Xxxxxxxxx Xxxxxxxxx, P.C. as Liaison Counsel. On October 24, 2011 through 2017, the Nallagonda case was reassigned from Judge Xxxx to the Xxx. Xxxxx Xxxxx. Judge Xinis held a status conference on November 81, 20122017 at which counsel for the parties sought a delay of proceedings to permit them to engage in mediation with the goal of attempting to resolve this matter. The Court ordered and received several Joint Status reports between November 2017 and March 28, inclusive2018 when counsel for Osiris and Lead Plaintiff informed the Court that after months of arms-length negotiations, a settlement in principal had been achieved. On April 6, 2018, Lead Plaintiff filed an Amended Complaint for Violations of Federal Securities Laws (“AC”). Plaintiffs allege these misrepresentations and omissions caused the price Lead Plaintiff alleges that Defendants engaged in a variety of XxxxXxxxx common stock to trade at improper accounting practices artificially inflated prices and inflating reported revenues that when the market learned of the allegedly false and misleading statements and omissions XxxxXxxxx’x share price declined. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I and XxxxXxxxx Mississippian Trust II (collectivelyviolated federal law, the “Trusts”), and their respective board members and underwriters, alleging including violations of §§11 Sections 10(b) and 12(a)(220(a) of the Securities Exchange Act of 1933 (“Securities Act”) 1934 and §10(b) of the Exchange Act in connection with the Trusts’ Class Period equity offeringsRule 10b-5 promulgated thereunder. The AC further Lead Plaintiff alleged Securities Act and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015, the parties held a mediation before the Xxxxxxxxx Xxxx X. Xxxxxxxx (Xxx.) (“Judge Xxxxxxxx”) but were unable to resolve the Litigation. On May 11, 2015, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions to dismiss the TAC on October 27, 2016 (ECF Nos. 226-227), and on August 1, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxx, and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9, 2018, but were again unable to resolve the Litigation. On February 16, 2018, Plaintiffs moved for class certification (ECF No. 268) and the Court heard oral argument on that motion on September 6, 2019. See ECF No. 449. The Court granted Plaintiffs’ class certification motion on September 30, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve the Litigation. On September 22, 2020, briefing was completed on defendants’ two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526), one motion to reconsider the denial of defendants’ motion to dismiss the TAC (see ECF Nos. 483; 510; 528), and Plaintiffs’ motion to exclude one of defendants’ expert witnesses (see ECF Nos. 477-478; 513; 519) (the “Dispositive Motions”). The Settling Defendants contend that they did not violate §§10(b) or 20(a) of the Exchange Act. Specifically, the Settling Defendants deny, inter alia, that they made any false or misleading statements, that any of the allegedly false or misleading statements were made with scienter, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement in principal to settle the claims asserted against Defendant Xxxx. The agreement includedAC, among other things, an agreement that Defendants made materially false statements, and deceptively omitted material facts, as a consequence of Defendants’ alleged efforts to settle artificially inflate the claims Company’s reported revenues and allegations mislead Osiris’s shareholders and the public as to Osiris’s revenue and revenue growth. Lead Plaintiff contends that the alleged material misrepresentations and omissions were or could have been asserted against Defendant Xxxx made in both this Litigation filings with the SEC, including registration statements, prospectuses, and statements of additional information dating from as early as May 12, 2014, as well as the Xxxxxx Litigation (in annual, semi-annual, and quarterly reports, written press releases, letters, and other written communications, as defined below) well as in return for a total aggregate cash payment across both cases of $18,750,000 oral communications, including communications by Defendants to investors on behalf of Defendant Xxxx, conference calls and in statements to analysts. Osiris has restated financial results for the benefit of both the Class (as defined below) and a settlement class in connection with the Xxxxxx Litigationyear ended December 31, subject to negotiating the terms of this Stipulation and Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation 2014 and the Xxxxxx Litigation for an aggregate total across both cases first three quarters of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approval2015.

THE LITIGATION. The Litigation Action is currently pending before the Xxxxxxxxx Xxxxxxx X. Goodwin X.X. Xxxxx, III in the United States District Court for the Western Eastern District of OklahomaVirginia (the “Court”) and is brought on behalf of a proposed class of: (i) all persons who held stock in Orbital Sciences Corporation (“Orbital Sciences”) as of December 16, 2014 and exchanged shares of Orbital Sciences stock for shares of Orbital ATK common stock on or around February 9, 2015 in connection with the merger between Alliant Techsystems Inc. (“Alliant”) and Orbital Sciences1; and/or (ii) all persons who purchased or acquired Orbital ATK common stock between May 28, 2015 and August 9, 2016, inclusive (the “Class Period”). The initial complaint in this action was filed on December 5August 12, 2012. ECF No. 12016. On March 6November 10, 20132016, the Court appointed Plaintiffs Pension Trust as Lead Plaintiff and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP (“Xxxxxxx Xxxxxx”) as Lead Plaintiffs and Counsel. On April 24, 2017, Lead Counsel, respectively.1 ECF No. 60. Plaintiffs’ Corrected Consolidated Amended Plaintiff filed its Complaint for Violations of the Federal Securities Laws (the “ACComplaint”) was filed on July 30), 2013. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, which added Xxxxx County as named plaintiff and XxxxXxxxx violated alleged violations of §§10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”)1934. SpecificallyThe named defendants in the Complaint were Orbital ATK, Plaintiffs X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, and Xxxx X. XxXxxxx. As to the §14(a) claim, the Complaint alleged that defendants misrepresented the Joint Proxy Statement issued by Alliant and omitted material facts concerning the productionOrbital Sciences and signed by Defendants D. Thompson, reservesPierce, and economics of XxxxXxxxx’x core holdings in an area referred XxXxxxx on December 17, 2014, which was used to as the Mississippian play (the “Mississippian”) throughout the Class Period (February 24, 2011 through November 8, 2012, inclusive). Plaintiffs allege these misrepresentations and omissions caused the price of XxxxXxxxx common stock to trade at artificially inflated prices and that when the market learned solicit shareholder approval of the allegedly Merger, contained materially false and misleading statements and omissions XxxxXxxxx’x share price declined. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I and XxxxXxxxx Mississippian Trust II regarding, inter alia: (collectivelya) Alliant’s historical financial results, (b) the “Trusts”)performance of Alliant’s $2.3 billion Lake City Contract, and their respective board members and underwriters, alleging violations of §§11 and 12(a)(2(c) of Alliant’s internal controls because the Securities Act of 1933 (“Securities Act”) and §10(b) of the Exchange Act in connection with the Trusts’ Class Period equity offerings. The AC further alleged Securities Act and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed statements omitted to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015, the parties held a mediation before the Xxxxxxxxx Xxxx X. Xxxxxxxx (Xxx.) (“Judge Xxxxxxxx”) but were unable to resolve the Litigation. On May 11, 2015, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions to dismiss the TAC on October 27, 2016 (ECF Nos. 226-227), and on August 1, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxx, and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9, 2018, but were again unable to resolve the Litigation. On February 16, 2018, Plaintiffs moved for class certification (ECF No. 268) and the Court heard oral argument on that motion on September 6, 2019. See ECF No. 449. The Court granted Plaintiffs’ class certification motion on September 30, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve the Litigation. On September 22, 2020, briefing was completed on defendants’ two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526), one motion to reconsider the denial of defendants’ motion to dismiss the TAC (see ECF Nos. 483; 510; 528), and Plaintiffs’ motion to exclude one of defendants’ expert witnesses (see ECF Nos. 477-478; 513; 519) (the “Dispositive Motions”). The Settling Defendants contend that they did not violate §§10(b) or 20(a) of the Exchange Act. Specifically, the Settling Defendants denydisclose, inter alia, that they made any false or misleading statementsAlliant’s financial results were materially misstated, that any of the allegedly false or misleading statements were made with scienterLake City Contract was operating at an approximately $375 million loss, and that Class Members, including Class Representatives, Alliant suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement material weaknesses in principal to settle the claims asserted against Defendant Xxxxinternal controls. The agreement includedComplaint further stated that the alleged false and misleading statements caused Alliant to be overvalued and impacted the exchange ratio to the detriment of Orbital Sciences shareholders, among other things, an agreement to settle the claims and allegations that were or could have been asserted against Defendant Xxxx in both this Litigation as well as the Xxxxxx Litigation (as defined below) in return for a total aggregate cash payment across both cases depriving certain members of $18,750,000 on behalf of Defendant Xxxx, for the benefit of both the Class (as defined below) of their right to a fully informed shareholder vote and a settlement class in connection with the Xxxxxx Litigation, subject inducing them to negotiating the terms of this Stipulation vote their shares and Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation and the Xxxxxx Litigation for an aggregate total across both cases of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approvalinadequate consideration.